Bad Karma: How Fisker failed

Fisker
BIG DREAMS: Fisker’s goal was to build a beautiful, “green” car that could rival exclusive European brands like Maserati and Aston Martin.
REUTERS/Allison Joyce
The company raised $1.4 billion in private and public funds since its
founding in 2007, but most of the money is gone. Where did it go?
Bad Karma:
How Fisker failed
By Deepa Seetharaman and Paul Lienert
DETROIT, June 17, 2013
D
anish designer Henrik Fisker knows how to style a sexy car. Among
his works is the BMW Z8, driven by James Bond in “The World Is
Not Enough,” where the sleek roadster gets sliced in two by a helicopter armed with giant saws.
Fisker’s latest piece of rolling sculpture is the comely Fisker Karma hybrid
sports sedan — and it may meet an equally ugly end.
SPECIAL REPORT 1
FISKER A CAUTIONARY TALE
ON THE OUTSIDE: Cofounder Henrik Fisker
resigned from the company
in mid-March in a dispute
with some of the directors.
REUTERS/Phil McCarten
The Dane’s startup, Fisker Automotive,
hasn’t built a car in nearly a year. It fired most
of its workforce, hired bankruptcy advisers
and is seeking a buyer. Co-founder Henrik
Fisker resigned in mid-March in a dispute
with some of the directors. And despite raising $1.4 billion in private and public funds
since its founding in 2007, the company is
out of cash. For months, key investors have
been footing the car maker’s day-to-day expenses to keep it alive in diminished form.
An examination of the company’s rise
and fall reveals Fisker’s finances started to
unravel as early as June 2011, when the U.S.
Department of Energy cut off access to taxpayer-funded loans — a fact that wasn’t publicly acknowledged by Fisker for nine months.
That and other troubling information
remained unknown by many of Fisker’s private-sector investors, who put $525 million
into the company from May 2011 through
August 2012, attracted by rosy sales forecasts
and assurances the company valued itself at
nearly $2 billion.
“One characteristic of businesses that are in
trouble like this is, as the desperation increases, they tend to bend the story a little,” said
David Cole, a longtime auto consultant and
former head of the Center for Automotive
Research in Ann Arbor, Michigan.
Fisker declined to comment. A Fisker
$35,000
The amount that Fisker lost on
each car it built
Source: Internal financial statements and
interviews with former executives
executive who spoke on the condition of
anonymity said the company accurately presented its finances to both investors and the
government. The executive said Fisker disclosed to investors in a December 2011 letter that it was unlikely to meet the financial
covenants under the government loan.
“Whatever the Energy Department’s internal assessment or view might have been,
we certainly weren’t giving them different
information or different forecasts than we
were providing to our own investors,” the
executive told Reuters in late May.
Fisker’s undoing had numerous causes.
Fundamentally, say suppliers and some insiders, executives simply couldn’t orchestrate
the complex dance that leads from a design
sketch to the production and sale of a profitable car. Spending was lavish; engineering blunders rife. The company also faced
SPECIAL REPORT 2
FISKER A CAUTIONARY TALE
Fisker breaks down
Over five years, Fisker Automotive
raised more than $1.4 billion in
equity and debt financing, from
private investors and the
U.S. government.
EQUITY AND DEBT FINANCING
$500 million
400
300
Total
$1.4 bln
Venture capital
200
Most of the money is gone.
13.9%
DOE loans
86.1%
100
0
2007
'08
'09
'10
'11
'12
TIMELINE
Sep 2007
Fisker
founded
Jul 2008
Contracts Karma
assembly to Valmet
Dec 2007
First $5 mln
in venture
capital funding
Sep 2009
Energy Dept
approves
$529 mln loan
Oct 2009
Agrees to acquire
GM plant in DE
Dec 2009
Initial target
on-sale date
for Karma
Nov 2011
Karma goes
on sale
May 2010
Draws first
DOE funds
Jul 2012
Valmet quits
building Karma
May 2011
Draws final
DOE funds
Aug 2012
Posawatz replaces
LaSorda as CEO
Feb 2012
LaSorda replaces
Fisker as CEO
Jan 2013
Fisker seeks
buyers in China
Dec 2012
Hires investment
bank Evercore
to find partners
Mar 2013
Henrik Fisker
resigns
Apr 2013
Fisker fires
75% of
remaining
staff
Sources: Fisker Automotive; U.S. Securities and Exchange Commission; U.S. Department of Energy
S. Culp, 10/06/2013
pressure from both its investors and its chief
creditor, the Energy Department, to meet
ambitious goals set by Fisker executives.
The findings raise questions about whether the Energy Department provided sufficient oversight and whether Fisker’s board of
directors, comprised mainly of large investors,
afforded proper corporate governance.
A detailed portrait of Fisker Automotive
and its finances emerges from interviews
with more than 30 people close to the
company, as well as a review of five years of
confidential investor presentations seen by
Reuters, and internal Energy Department
emails and briefings released during a congressional hearing in late April.
Most of those interviewed spoke on the
condition of anonymity. Henrik Fisker, his
partner Barny Koehler and other executives
at Fisker declined to comment.
The Energy Department has repeatedly
defended its handling of the Fisker loan.
Nicholas Whitcombe, who previously led the
DOE loan program, told lawmakers in April
that the DOE “acted decisively to protect the
taxpayers’ interest since it became evident that
Fisker faced financial difficulties.”
FISKER’S ORIGINS
Fisker Automotive was founded in August
2007 with the goal of building a beautiful,
“green” car that could rival exclusive European
brands like Maserati and Aston Martin.
Around the same time, Ray Lane, then a
senior partner at venture-capital firm Kleiner
Perkins Caufield & Byers, was developing
a portfolio centered on clean technology.
Lane, a onetime IBM executive, made his
reputation as president of software giant
Oracle. Kleiner Perkins had bankrolled the
likes of Google and Amazon. Their backing
was a coup for any startup.
Lane threw his support behind Henrik
Fisker in early 2008, joined Fisker’s board
of directors and ultimately went on to serve
as the startup’s lead investor, board chairman and chief cheerleader. Two people close
to Lane said he was impressed by Henrik
Fisker’s design chops.
Fisker landed an even bigger backer
the next year. In September 2009, Fisker
SPECIAL REPORT 3
FISKER A CAUTIONARY TALE
won a $529 million loan from the Energy
Department to develop the Karma and build
a second model in the United States. The financing came as part of a broader Obama
administration effort to shore up employment in the recession-ravaged auto industry
and improve the fuel efficiency of the U.S.
auto fleet by extending government loans to
so-called green-energy initiatives.
A month later, Fisker agreed to buy an
idle General Motors factory in Delaware for
about $20 million. The government loan approval was a welcome relief for Fisker, which
was hurting for cash by late that summer
and eager to raise more money from investors, according to an email from Koehler.
“We are oversubscribed in this equity
round with the Energy Department support — and nowhere without it,” Koehler
said in an August 2009 email to Energy
Department officials.
The announcement triggered a flood of investor interest in Fisker. The company raised
some $600 million before it ever sold a car.
PRODUCTION PROBLEMS
Despite this influx of cash, Fisker never
turned a profit. From 2008 to 2012, the
carmaker lost an estimated $1 billion, according to internal financial statements and
confidential presentations made to prospective investors.
Fisker built an estimated 2,450 Karmas
from 2011 to 2012, but lost at least $35,000
on each car, according to internal financial statements and interviews with former
Fisker executives. One former executive said
the Karma “cost far more to produce than
we could ever charge for it.”
Repeated delays in the start of Karma
production and a drastic curtailment in volume meant that Fisker was paying higherthan-budgeted prices for many components
and sub-systems, as well as contractual penalties to suppliers and to Valmet, which built
the Karma under contract in Finland. Fisker
eventually delivered about 200 cars to customers in 2011 and another 1,600 in 2012;
MASS PRODUCTION: There were repeated delays in the start of Karma production and a drastic
curtailment in volume meant that Fisker was paying higher-than-budgeted prices for many
components. REUTERS/Allison Joyce
it originally planned to sell 15,000 Karmas a
year, starting in late 2009.
Some of the production delays were
caused by last-minute design changes and
engineering fixes, insiders said, resulting in
additional cost overruns and late shipments of
critical components. Fisker also over-ordered
and stockpiled other parts. There was no sales
revenue to help offset some of those costs until late 2011. A person close to the company’s
finances estimated that last-minute tweaks
rendered between $50 million and $100 million of Fisker’s parts inventory obsolete.
Another hitch: Pressure on engineers
to stay faithful to Henrik Fisker’s original
Beneath the world-class
skin was a rudimentary machine
that needed several years of
engineering refinement and
testing before it could be ready to
be released.
Maurice Gunderson
a managing partner at Runway Capital Partners
design, even when flaws emerged that undercut the Karma’s performance and potential fixes would add millions in cost.
In mid-2011, engineers found that
Fisker’s unusual front-end exhaust design was
too noisy and hurt the Karma’s horsepower.
This could have been headed off years earlier
by putting the exhaust pipe in the back, as is
standard, but the idea was struck down.
What emerged was a solution dubbed
the “pizza box” that kept the exhaust system in front, but encased it in a very thin
steel box. The idea emerged after engineers
ordered pizza for lunch one afternoon. The
solution addressed some concerns about the
sound of the vehicle, as well as CEO Fisker’s
aesthetic sensibility — but at an extra cost
of millions of dollars, according to two engineers who worked on the redesign program.
The company also pressured its suppliers
to meet ambitious deadlines, but was slow to
provide the necessary technical information
and, in some cases, timely payment. On more
than one occasion, Fisker asked suppliers to
hand-build certain components for the Karma,
which increased the cost as much as threefold.
SPECIAL REPORT 4
FISKER A CAUTIONARY TALE
“Beneath the world-class skin was a rudimentary machine that needed several years of
engineering refinement and testing before it
could be ready to be released,” said Maurice
Gunderson, a managing partner at Runway
Capital Partners who had an opportunity to
invest in Fisker in early 2010 and passed.
The frayed relations with suppliers didn’t
help. By late 2011, Fisker had amassed $200
million in unpaid bills, according to the
Energy Department. Fisker acknowledged, in
a December 2011 letter to shareholders, that
it faced $168 million in “claims arising from
liabilities to suppliers and other creditors.”
Henrik Fisker and co-founder Koehler
were pulling down handsome salaries —
$600,000-$700,000 a year, according to several sources familiar with Fisker’s executive
compensation — even after the company
began laying off hundreds of employees in
late 2011 and early 2012.
Considerable sums were used to burnish the
image of the company as well as Henrik himself.
In May 2011, the company co-sponsored a pre-race grand prix party aboard a
146-foot yacht moored in the Monte Carlo
harbor. Guests drank glasses of champagne
served with flecks of gold. Clad in a dark
pinstripe suit and open-neck white shirt,
Henrik Fisker navigated a crowd that included Prince Albert of Monaco, whom he
described as the inspiration for the Karma.
The next day, Fisker took the prince for a
ride on the race course in a prototype Karma.
The Monaco weekend, according to
several sources familiar with the event, cost
Fisker between $80,000 and $100,000. That
wasn’t lavish by auto-marketing standards,
but by this point every penny mattered.
Within weeks, the Energy Department
stopped payments on its loan.
The 15-month period from the time the
Energy Department held up the loan in
June 2011 was critical. As the first Karmas
began to arrive at U.S. dealers in late 2011,
investors and government representatives
weren’t always hearing the same story.
Fisker faced a series of cash crises, telling
the Energy Department it was nearly broke in
October and December of 2011 and August
2012. Investors in late 2011 heard a different
spin — that Fisker pegged its value at nearly
$2 billion and envisioned annual sales of more
than $12 billion within five years.
In the run-up to the Karma’s launch, the
company battled constantly with the Energy
Department to renegotiate the terms of its
loan agreement, as it regularly missed deadlines, constantly revised downward its projections for production and sales, and suffered from chronic cash shortfalls.
The Energy Department, in a December
2011 internal briefing, said it “halted further
funding of the loan” in June 2011 after it received “varied and incomplete explanations”
$2 billion
Fisker’s own estimate of the value
of the company in late 2011.
SOURCE: A Dec. 14 letter to shareholders.
from Fisker about persistent delays in producing and selling the Karma. In a separate internal briefing in December 2011, the Energy
Department said it had stopped disbursing
loan funds to Fisker after the company had
“missed production milestones” while experiencing “performance and execution problems.”
Neither the Energy Department nor Fisker
made that news public until February 2012,
when Fisker told reporters that it was “renegotiating” terms of the loan. The department that
same month said that it “only allows the loan
to be disbursed as the company meets certain
milestones and demonstrates results.”
Before then, Fisker told the government
on Nov. 1, 2011, that it would run out of
cash within three days without additional
government loan money or an injection of
private equity; on Nov. 30, it said a modest investment increase of $37 million at
mid-month had nudged its cash pile to a
still-thin $20 million.
Just weeks later, in a Dec. 14 letter to shareholders, Fisker told investors that the company
had a capitalization “approaching $2 billion.”
That included $720 million in private equity,
almost all of which had been spent.
The total also included the full $529
million in loans approved by the Energy
Department — even though Fisker was
able to tap only $192 million before being
cut off six months earlier — and an inflated
value of up to $700 million for the still-idle
Delaware plant, more than 30 times the
purchase price. The Energy Department
described the plant, in a December 2011
memo, as “just a shell.”
In an internal Energy Department briefing dated Dec. 19, 2011, officials discussed
a plan to monitor Fisker’s progress in getting the Delaware plant ready to build cars
“by the end of 2013.” In a separate email
exchange in late December 2011, Energy
Department officials and consultants forecast that Fisker’s second model, the Atlantic,
would not be ready for production in
Delaware until mid-2014.
In the Dec. 14, 2011, shareholder letter,
CEO Henrik Fisker assured investors that
the company “will maintain the 2013 launch
timing” for the Atlantic. Seven weeks later,
on Feb. 7, 2012, the company shut down
work at the Delaware plant and laid off all
26 workers there.
As for the critical government loan,
Fisker did not tell investors in the December
letter that it hadn’t been able to tap the
Energy Department funds for six months.
The company said the remaining $336 million of the loan “remained available” to help
fund the Atlantic and that it had “elected”
not to request any further draws while it renegotiated terms with the government.
It admitted missing “certain financial covenants and project milestones,” but said the
Energy Department had agreed to delay the
effective dates of the covenants for one year.
The Fisker executive told Reuters that
SPECIAL REPORT 5
FISKER A CAUTIONARY TALE
the government didn’t notify the company
in 2011 it was going to cut off access to the
loan, but rather the company had stopped
seeking the funds: “They weren’t funding
during that time because we weren’t submitting advance requests.”
Privately, the company was trying to renegotiate the loan terms, telling Energy
Department overseers in fall 2011 that it
needed to raise additional private equity. The
Energy Department, in internal briefings, noted that it had granted Fisker a one-year waiver
in early December 2011 on meeting certain
unspecified milestones and covenants - but it
had not restored access to the loan funds.
Fisker told the Energy Department in
early 2012 that its dire financial circumstances
might force a sale of the company or a move
to China or Russia. Fisker also considered a
high-yield debt offering of up to $400 million
in mid-2012 and an initial public offering in
mid-2013. Neither one materialized.
By August 2012, Fisker’s cash was down
to $12 million, and the Energy Department
recommended to Fisker that it consider an
“emergency sale,” according to an internal
Energy Department briefing dated Aug. 2,
2012.
Fisker made no mention of the Energy
Department’s recommendation or the company’s precarious cash position in an Aug.
22, 2012 investor presentation aimed at raising $150 million in equity by September and
another $275 million in mid-2013.
In that August presentation, Fisker noted
that the DOE loan remained “an attractive, lowcost source of funding” for the company, but observed that “no future advances are expected.”
CASH DRAINED AGAIN
By spring 2013, with Fisker’s cash drained
yet again, Energy officials were pushing for
a bankruptcy restructuring, a move that
continues to be opposed by several of the
company’s largest investors.
To be sure, Fisker still has its backers. Lane, now partner emeritus at Kleiner
Perkins Caufield & Byers and a Fisker director until late May, has personally provided funding to the company, a person
Fisker’s China (dis)connections
By Norihiko Shirouzu
BEIJING, June 16, 2013
In late January, consultant Joel Ewanick arrived
at Geely’s headquarters in eastern China to
deliver an impassioned pitch on behalf of Fisker
Automotive, the California-based boutique
green-car maker that was running out of cash
and sliding toward bankruptcy.
Ewanick, a former General Motors Co
and Hyundai marketing executive, walked
Geely Chairman Li Shufu through the pros
and cons of taking a majority stake in Fisker.
He suggested Geely could take control for
as little as $250 million, about an eighth of
Fisker’s self-estimated value in late 2011.
“Chairman Li’s eyes got big, and it was
as if, ‘that’s all!?’” according to one of the
people who attended the meeting.
The deal ultimately fell apart for many
reasons, including hard-to-meet terms of
Fisker’s U.S. government loan. But the outcome
was also the result of missteps by Fisker’s top
managers, including openly appearing to favor
a rival Chinese automaker early on, according
to eight individuals with direct knowledge of the
effort over the past year.
By betting on the wrong company as
its potential white knight, Fisker may have
bungled an opportunity to raise hundreds
of millions of dollars. Fisker’s board sent out
at least two search teams, but proceeded
without a clear roadmap or coordination
between the teams, those knowledgeable
individuals told Reuters.
The events show how Fisker’s last-ditch
familiar with the matter said. Neither Lane
nor Kleiner Perkins would comment.
Lane’s willingness to invest personally in
the company is an unusual step in venture
capital. It also comes at a time when Lane has
been beset by other issues, including settlement of a long-running, multimillion-dollar
tax dispute with the Internal Revenue Service
and resigning the chairmanship of HewlettPackard in April under investor pressure for
his role in the acquisition of Autonomy Plc.
Some Fisker investors also are emboldened by the success of green-car rival Tesla
Motors Co, whose stock has more than tripled this year and whose market capitalization briefly topped $12 billion in late May.
For some smaller investors, however, it’s
too late to recoup their losses.
“My money is gone forever,” one investor
said. “Somebody will have to explain to me
why that happened. I still have questions.”
Additional reporting by Ayesha Rascoe in
Washington and Norihiko Shirouzu in Beijing;
Editing by Claudia Parsons and Leslie Gevirtz
bid for survival has been just as messy as the
mismanagement that led the company to
burn through more than $1.4 billion in public
and private funds in less than six years.
Now five months later, Fisker continues to
stave off bankruptcy, but it is fielding bids a
tenth the size of Ewanick’s proposal to Geely.
The company also risks making the same errors
in judgment and derailing even those smaller
offers, people close to the company said.
Fisker’s suitor search began in earnest
last August when Joseph Chao was named
the head of operations in China, the world’s
biggest auto market. One of his main
tasks was to lead the search there for new
strategic investors — and a potential buyer.
Chinese companies had begun buying up
the troubled assets of Western automakers
to expand their presence on the global
stage and gain access to more advanced
technology. In 2010, Zhejiang Geely Holding
SPECIAL REPORT 6
FISKER A CAUTIONARY TALE
Group acquired Sweden’s Volvo Car from
Ford Motor Co. Wanxiang Group bought
Fisker’s battery maker, A123, in 2012.
Chao wasn’t the only one looking for
a partner or buyer. Fisker also had hired
Ewanick as interim chief commercial officer
and tasked him with finding a potential suitor,
a quest that took him to China and Korea.
While Chao focused on China’s stateowned Dongfeng Motor Group, one of
China’s four largest vehicle manufacturers
and a partner of Nissan Motor, Honda
Motor, Kia Motors and Peugeot-Citroen,
Ewanick concentrated on Geely and Beijing
Automotive Industry Holding Co.
Joining Chao in pursuing Dongfeng was
former General Motors engineer Tony Posawatz,
who was named Fisker CEO in August.
Posawatz did not return calls seeking comment.
At Geely headquarters in Hangzhou,
Ewanick’s meeting segued into a multicourse lunch with bottles of French wine in
the company’s executive dining room. Over
lunch, Li agreed to consider the deal and
promised to move quickly.
Li assembled a team of Chinese executives
from Geely, Volvo China and Geely’s main
investment bank, who put together a two-fold
turnaround plan: Use a former GM plant in
Delaware, now owned by Fisker, to produce
Volvo and Geely cars, as well as the longgestating Fisker Atlantic sedan, and use
Fisker’s engineering and design expertise to
develop plug-in hybrids for Geely and Volvo.
At Fisker’s Anaheim headquarters in
February, Geely’s due diligence team was
“serious” and “asked smart questions,” people
familiar with the matter said. Dongfeng’s due
diligence team, in contrast, moved slowly. A
Fisker employee in Anaheim who helped host
the Dongfeng team said the Chinese didn’t
ask many questions: “It felt more like those
guys were there on holiday.”
On March 13, Henrik Fisker resigned from
the company, citing major disagreements
with other executives and board members.
SUITOR: Geely Chairman Li Shufu met a Fisker consultant in January to discuss the possibility of
taking a majority stake in the company, and Geely sent a due diligence team to Fisker’s Anaheim
headquarters in February. The deal ultimately fell apart. REUTERS/Jason Lee
By the end of March, it was clear that neither
Chinese company would bid. Within weeks,
Fisker fired 75 percent of its U.S. workforce in
a last-ditch effort to save cash.
The Chinese government told stateowned Dongfeng not to go alone on
the deal, according to a source close to
Dongfeng. It also preferred Dongfeng bid
jointly with Geely, this person said.
The Chinese government also wanted
production of Fisker cars moved to China, but
concluded that wouldn’t be possible because
of the terms of Fisker’s U.S. Department
of Energy loan. The restrictive terms of the
DOE loan and the amount of work needed
to overhaul the Delaware plant also helped
convince Geely not to submit a final offer.
People close to Fisker worry the company
is about to repeat the same errors. Investors,
led by Hong Kong billionaire Richard Li, are
looking to buy out the DOE’s loan for pennies
on the dollar. The unusual strategy would
allow Fisker to avoid bankruptcy, an outcome
favored by other investors. As a result, Fisker
has still not acted on a competing offer from
Chinese auto parts supplier Wanxiang and
VL Automotive, a joint venture between
former General Motors executive Bob Lutz
and Michigan industrialist Gilbert Villarreal.
Meanwhile, the company’s value is
dropping by the day.
Reporting by Norihiko Shirouzu in Beijing;
Additional reporting by Deepa Seetharaman
in Detroit; Editing by Claudia Parsons and
Leslie Gevirtz
FOR MORE INFORMATION
Paul Lienert, Detroit Bureau Chief
[email protected]
Claudia Parsons, Editor, Top News
[email protected]
Michael Williams, Global Enterprise Editor
[email protected]
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SPECIAL REPORT 7